Recommendations of the Nomination Committee Oslo Børs VPS Holding ASA

Transcription

1 Recommendations of the Nomination Committee 2014 Oslo Børs VPS Holding ASA This is a translation from Norwegian. In the event of discrepancies, the Norwegian version shall prevail. 1 Introduction Pursuant to Section 6 of the Articles of Association and the Mandate for the Nomination Committee as approved by the General Meeting of Oslo Børs VPS Holding ASA, the Nomination Committee shall make preparations for election of members of the Board of Directors and other officers of the company that shall be elected by the General Meeting, as well as propose the remuneration to be paid to the boards of directors and control committees of subsidiary companies. Further, the Nomination Committee shall, in accordance with the Mandate, prior years practice and at the request of the Board of Directors, propose candidates for the boards of directors of subsidiary companies and the remuneration to be paid to such boards of directors. The Nomination Committee has held four meetings in person, in addition to a number of telephone meetings. As further discussed below, the Nomination Committee proposes the following changes: It is proposed that the composition of the current boards of Oslo Børs VPS Holding ASA and Oslo Børs ASA should be supplemented by the appointment of a new board member. The Committee proposes Widar Salbuvik as a new member of both boards. Benedicte Schilbred Fasmer is proposed as the new Chair of the Board of Oslo Børs VPS Holding ASA and as the new Chair of the Board of Oslo Børs ASA. Harald Espedal is proposed as the new Deputy Chair of the Board of Oslo Børs VPS Holding ASA and as the new Deputy Chair of the Board of Oslo Børs ASA. Benedicte Schilbred Fasmer is proposed as a new member of the Board of Verdipapirsentralen ASA. Harald Jægtnes is proposed as a new member of the Control Committee for Verdipapirsentralen ASA to succeed Vegard Østlien. Bjørn Erik Næss is proposed as a new member of the Nomination Committee to succeed Leif Teksum, and Bjørn Erik Næss is also proposed as the Chair of the Nomination Committee. It is proposed that the remuneration rates for board and committee members should be increased by approximately 3%, with the exception of the remuneration of the Nomination Committee. In the case of the Nomination Committee, it is proposed that the structure of remuneration should be changed from a fixed annual remuneration to a per meeting basis, subject to an overall maximum amount. 1/8

2 The Nomination Committee is unanimous in making the recommendations contained in this report. 2 Elections to the Group Board The current members of the Group Board following the resignation of Leiv Askvig as Chair of the Board on 26 January 2014 are: Benedicte Schilbred Fasmer (Deputy Chair and Acting Chair) Ottar Ertzeid Harald Espedal Wenche Marie Agerup The guidelines for the Nomination Committee require due consideration to be paid to the following aspects when proposing candidates for election to the Board: That the Board collectively should have sufficient expertise and experience to handle both its routine operational and administration responsibilities and the strategic challenges that the company faces. In addition to ensuring the availability of suitable expertise, the Committee is asked to pay attention to factors such as the balance of age and gender. That the candidates are sufficiently independent of the company s management, and that the Board as a whole is sufficiently independent of any single shareholder or customer group. That the candidates have sufficient time in relation to their other appointments and employment to carry out their duties as a member of the Board. Furthermore, the Nomination Committee shall ensure that the company fulfils the obligations in the Public Limited Liability Companies Act in respect of the representation of each gender. The Nomination Committee has asked the company s major shareholders whether they have any specific proposals or views on the candidates to be proposed by the Committee. The Nomination Committee has held discussions with Leiv Askvig, the former chair of the Board, in which he reported his impressions and the impressions of the other members of how the current Board functions, as well as the composition and mix of expertise that they believe the Board should have. The Committee has also received and discussed a written report of the Board s own evaluation of its work, including a closing summary from an independent advisor prepared after the subsequent discussion of the report by the Board. The Committee has also asked the Group Chief Executive Officer for her views on how well the Board functions seen from her viewpoint, as well as her views on the expertise the Board should represent. 2/8

3 Benedicte Schilbred Fasmer has been Acting Chair of the Board of Oslo Børs VPS Holding ASA and the Board of Oslo Børs ASA since Leiv Askvig stood down from his position as chair of these boards on 26 January The Committee has also held discussions with Benedicte Schilbred Fasmer since she took over as Acting Chair. The Committee s recommendations are based on detailed consideration of the aspects mentioned above. The Committee also strives to ensure that various types of shareholder group are well represented on the Board. In arriving at its proposal for a new Board member and a new Chair of the Board, the Committee has paid particular attention to balancing the addition of new expertise to the Board with the need for continuity. In its dialogue with selected members of the Board and with the Group Chief Executive Officer, the Committee has also communicated, on behalf of many shareholders, the expectations for the new Board in relation to the challenges that the company faces. These challenges include changes in the regulatory framework, expected realignments of the ownership of exchanges in Europe, and changes to the ownership rules for Oslo Børs VPS Holding ASA. Through its proposals for the election of Widar Salbuvik as a new member of the Board and of Benedicte Schilbred Fasmer as the new Chair of the Board, the Nomination Committee believes that it has addressed the matters mentioned above in a satisfactory manner. The Committee is of the view that with the expertise represented by Widar Salbuvik and Benedicte Schilbred Fasmer, supplemented by the expertise of the three other members of the Board who are proposed for re-election, the composition of the Board will facilitate good collaboration between its members in order to tackle the challenges that the company faces and to create value for all stakeholders. The background of the candidates who are proposed for re-election is described in the Annual Report. Information on Widar Salbuvik is appended to this report. Based on the above, the Nomination Committee proposes the following membership of the Group Board: Benedicte Schilbred Fasmer (Chair) Harald Espedal (Deputy Chair) Ottar Ertzeid Wenche Marie Agerup Widar Salbuvik 3 Elections to the Board of Oslo Børs ASA The current shareholder-elected members of the Board of Oslo Børs ASA are: Benedicte Schilbred Fasmer (Deputy Chair and Acting Chair) Harald Espedal Wenche Marie Agerup 3/8

4 Øyvind Gjærevoll Schanke The Nomination Committee has been asked to propose candidates for election to the Board of Oslo Børs ASA. The Nomination Committee has discussed the way in which the Board works, its expertise and composition with the Group Chief Executive Officer, the former chair Leiv Askvig and the Acting Chair Benedicte Schilbred Fasmer. In respect of the Nomination Committee's assessment of the future composition of the Board, reference is made to the comments above in respect of the composition of the Board of Oslo Børs VPS Holding ASA. As in previous years, the Nomination Committee is of the view that the Board of Oslo Børs ASA should include the same members as the board of the holding company, but with the substitution of Ottar Ertzeid (for reasons of possible conflicts of interest) by Øyvind Gjærevoll Schanke, who has particularly relevant expertise in relation to securities markets. The Nomination Committee accordingly proposes that the new Board of Directors of Oslo Børs ASA should be as follows: Benedicte Schilbred Fasmer (Chair) Harald Espedal (Deputy Chair) Wenche Marie Agerup Øyvind Gjærevoll Schanke Widar Salbuvik 4 Elections to the Board of Verdipapirsentralen ASA The current members of the Board of Verdipapirsentralen ASA are: Kim Dobrowen (Chair) Gunn Oland (Deputy Chair) Bente Avnung Landsnes Knut Erik Robertsen Audun Bø Anne-Lise Kristiansen The Nomination Committee has been asked to propose candidates for the Board of Directors of Verdipapirsentralen ASA. The Committee has had discussions with the Chair of the Board of Verdipapirsentralen, the former chair of the Group Board, and the Group Chief Executive Officer. The Committee has also received a written report evaluating the work of the Board. The Committee is of the view that the current Board of Verdipapirsentralen works well and its 4/8

5 composition is appropriate. Based on the views expressed by the parties mentioned above and the Committee s own evaluation, the Committee considers it desirable for all the members of the current Board to be re-elected and for the Board be supplemented by the election of Benedicte Schilbred Fasmer, the new Chair of the Group Board. Information on the candidates proposed is provided on the company's website at The Nomination Committee accordingly proposes that the shareholder-elected members of the Board of Verdipapirsentralen ASA should be as follows: Kim Dobrowen (Chair) Gunn Oland (Deputy Chair) Bente Avnung Landsnes Knut Erik Robertsen Audun Bø Anne-Lise Kristiansen Benedicte Schilbred Fasmer 5 Nomination Committee The current members of the Committee are: Leif Teksum (Chair) Toril Bariusdotter Ressem Ola P. Wessel-Aas The Nomination Committee shall comprise at least three members and up to three specified deputy members may also be appointed. Leif Teksum has given notice that he does not wish to be considered for re-election. Toril Bariusdotter Ressem and Ola P. Wessel-Aas have stated that they are willing to be re-elected. The Committee considers that in view of the size of the company it is sufficient for the Committee to have three members. The Committee does not see any need to elect deputy members. Based on the discussions it has carried out, the Nomination Committee wishes to propose the re-election of Toril Bariusdotter Ressem and Ola P. Wessel-Aas. Bjørn Erik Næss is proposed as a new member and Chair of the Nomination Committee. Information on Bjørn Erik Næss is appended to this report. 6 The Control Committee for Verdipapirsentralen ASA The current members of the Control Committee are as follows: Håkon Persen Søderstrøm, Chair (2015) Jan Henriksen (2015) 5/8

6 Vegard Østlien (2014) Cecilie Kvalheim (2014) In formal terms, the Annual General Meeting of Oslo Børs VPS Holding ASA is not responsible for electing the Control Committee for Verdipapirsentralen ASA. However, established practice from previous years has been for the Nomination Committee to propose that the Annual General Meeting of the holding company should express its view on the election of members to the Control Committee of Verdipapirsentralen ASA, and ask the Board of Directors of the holding company, which is the sole shareholder in Verdipapirsentralen ASA, to apply the view expressed by the Annual General Meeting. Section 4-2 of the Securities Register Act stipulates that a central securities depository shall have a control committee with at least three members, and that the members are elected by the general meeting. The Regulation for the control committees of central securities depositories issued on 31 January 2003 by the Financial Supervisory Authority of Norway stipulates that the control committee shall have at least three members. The chair of the committee and the other members are elected by the general meeting for a term of office of two years, cf. Article 8 of the Articles of Association of Verdipapirsentralen ASA. Vegard Østlien and Cecilie Kvalheim reach the end of their current term of office this year. Based on the discussions it has carried out, the Nomination Committee proposes the reelection of Cecilie Kvalheim. The Nomination Committee considers it natural that consideration should be given from time to time to bringing new members onto the Control Committee. Given that Vegard Østlien is the member with the longest period of service on the Control Committee, the Nomination Committee now finds it natural that he should not stand for re-election to allow for a new appointment. The Nomination Committee proposes that Harald Jægtnes should be elected as a new member of the Control Committee. Information on Harald Jægtnes is appended to this report. The Nomination Committee therefore proposes that the composition of the Control Committee should be as follows (expiry of term of office shown in brackets): Håkon Persen Søderstrøm, Chair (2015) Jan Henriksen (2015) Cecilie Kvalheim (2016) Harald Jægtnes (2016) 7 Remuneration of members of boards The Nomination Committee is required to propose the remuneration for the members of the Group Board, and the Committee has also been asked by the Board to make proposals for the remuneration of the members of the boards of directors for the subsidiary companies Oslo Børs ASA and Verdipapirsentralen ASA. 6/8

7 The Nomination Committee proposes that the current fees should be increased by 3.0%. The Committee takes the view that where the Group Chief Executive Officer and other members of the executive management group are members of internal boards, they should not receive any separate fees for these appointments and remuneration should be through their normal salary. For the other members, the Nomination Committee proposes the following annual fees in NOK (reduced proportionately for periods of less than one year) which represent an increase of approximately 3.0%: Chair Deputy Chair Member (Figures in NOK) 2013 Proposed for Proposed for Proposed for 2014 Oslo Børs VPS Holding 238, , , , , ,600 Oslo Børs 179, , , , , ,600 Verdipapirsentralen 209, , , , , ,600 Employee Representatives 120, ,600 3,800 3,900 Deputy Members per per (employees) meeting meeting The Nomination Committee also proposes that the members of the Board of Directors who sit on sub-committees of the Board should receive additional remuneration following the general increase of NOK 5,400 per meeting for members and NOK 6,500 for the chair in respect of their work on such subcommittees (NOK 5,200 for members and NOK 6,300 for the chair prior to the increase). No other additional remuneration is paid to any member of the Board of Directors. In the case of the employee representatives, the remuneration shall apply per member regardless of the number of appointments as a member that the individual may hold. 8 Remuneration of members of the Control Committee for Verdipapirsentralen ASA The Nomination Committee proposes that the current fees should be increased by approximately 3.0%. Verdipapirsentralen ASA (Figures in NOK) 2013 Proposed for 2014 Chair 120, ,600 Member/Deputy Member 78,000 80,300 7/8

8 9 Remuneration of members of the Nomination Committee The Mandate for the Nomination Committee stipulates that the remuneration paid to the members of the Committee shall be based on invoices for the time spent on the work of the Committee. The remuneration of the Nomination Committee should represent satisfactory compensation for the members of the committee for carrying out their duties pursuant to the Mandate in a thorough and professional manner. It has historically been the case that the remuneration of the members of the Nomination Committee has been set at a fixed annual amount. The 2013 Annual General Meeting resolved that the remuneration for 2013 should be NOK 13,350 for the Chair of the Committee and NOK 11,350 for each member. The Nomination Committee is of the view that this remuneration no longer reflects the time required for carrying out the duties involved in membership of the Committee, and therefore proposes that the basis of remuneration should be changed to remuneration for each meeting attended. In order to provide an incentive for the Committee to work efficiently, and to avoid any excessive change in overall remuneration, it is proposed that remuneration on a per meeting basis should be subject to a maximum amount for each term of office. The Nomination Committee therefore proposes the following rates of remuneration for 2014: (Figures in Per meeting Maximum for each term NOK) Chair 5,000 40,000 Member 4,000 32,000 Oslo, 4 April 2014 Leif Teksum (Chair) sign. Toril Bariusdotter Ressem sign. Ola P. Wessel-Aas sign. 8/8